This Vendor Agreement (“Agreement”) is entered into between Flava Machines Pty Ltd, a company organized under the laws of the Republic of South Africa with its principal office at 777 Frikkie Meyer Boulevard, Vanderbijlpark (“Marketplace”), and the entity or individual registering as a vendor (“Vendor”) on the Marketplace’s online platform (the “Platform”). Marketplace and Vendor are collectively referred to as the “Parties” and individually as a “Party.”

1. Acceptance of Terms

By signing up for and using the Platform, Vendor agrees to be bound by this Agreement, effective as of the date of Vendor’s registration (the “Effective Date”). Vendor’s continued use of the Platform constitutes ongoing acceptance of these terms, as may be amended in accordance with Section 12.2.

2. Purpose and Scope

Marketplace operates the Platform to enable Vendors from around the world to list, market, and sell their services (“Services”) to customers (“Customers”). This Agreement governs the terms under which Vendor may use the Platform to offer Services and process bookings.

3. Vendor Onboarding and Responsibilities

3.1 Eligibility: Vendor represents and warrants that it has the legal authority and capacity to enter into this Agreement and provide the Services listed on the Platform.
3.2 Service Listings: Vendor is solely responsible for creating, uploading, and maintaining accurate and lawful descriptions, pricing, availability, and terms for its Services.
3.3 Compliance: Vendor is responsible for compliance with all applicable laws, including but not limited to tax obligations, licensing, and consumer protection regulations. Vendor must set and collect any applicable VAT, GST, or similar taxes on its Services.
3.4 Vendor Policies: Vendor must provide and maintain its own service agreements, terms and conditions, cancellation policies, and privacy policy applicable to its Services and Customers. Marketplace is not a party to these agreements.

4. Payment Plans

Vendor shall select one of the following payment plans upon registration. Marketplace reserves the right to modify plan without notice.

4.1 Enterprize Plan:

• Monthly Fee: $99.00 , payable in advance each month.
• Service Commission: 0 % , of the total booking value per transaction, deducted at the time of payment processing.

4.2 Operator Plan:

• Monthly Fee: $29.00 , payable in advance each month.
• Service Commission: 0% , of the total booking value per transaction, deducted at the time of payment processing.

4.3 Commission Only Plan:

• Monthly Fee: $0.
• Service Commission: 15% of the total booking value per transaction (Excluding any Taxes), deducted at the time of payment processing.

4.4 Changes: Vendor may request a plan change by accessing their Profile in the Billing section and selecting a new plan. The current plan the Vendor had subscribed too, will not recieve a Credit / Refund for any Pro Rata Days remaining on the current plan.

5. Payment Processing

5.1 Direct Payments: All Customer payments for Services are processed directly to the Vendor’s chosen payment processor (e.g., bank account, PayPal, etc.), less any applicable Service Commission due to Marketplace.
5.2 PayPal Marketplace Split Payment: Where a Service Commission applies, Marketplace utilizes PayPal Marketplace Split Payment (or similar technology) to deduct the Service Commission at the point of sale, with the remaining balance transferred to Vendor’s designated payment processor.
5.3 Fees: Vendor is responsible for any transaction fees charged by its payment processor. Marketplace is not liable for delays or errors in payment processing outside its control.

6. Cancellations and Refunds

6.1 Vendor Responsibility: If a Customer cancels a booking or requests a refund, Vendor is solely responsible for issuing the refund in accordance with Vendor’s cancellation policy.
6.2 Service Commission Non-Refundable: Any Service Commission charged by Marketplace for the original booking is non-refundable, as it represents payment for the use of the Platform to facilitate the transaction.

7. Taxes and Liabilities

7.1 Vendor Taxes: Vendor is solely responsible for calculating, collecting, and remitting all applicable taxes (e.g., VAT, GST) related to its Services and for maintaining accurate tax records.
7.2 Liability: Vendor is solely liable for the quality, safety, and legality of its Services, as well as any claims, damages, or disputes arising from Customer interactions. Marketplace does not endorse, guarantee, or assume responsibility for Vendor’s Services or activities.

8. Platform Use and Intellectual Property

8.1 License: Marketplace grants Vendor a non-exclusive, revocable license to use the Platform to list and sell Services, subject to this Agreement.
8.2 Content Ownership: Vendor retains ownership of its content (e.g., descriptions, images) uploaded to the Platform but grants Marketplace a worldwide, royalty-free license to use, display, and distribute such content for marketing and operational purposes related to the Platform.
8.3 Prohibited Conduct: Vendor shall not use the Platform for illegal, fraudulent, or harmful activities, including misrepresentation of Services or violation of third-party rights.

9. Disclaimers

9.1 No Endorsement: Marketplace does not endorse or verify the quality, safety, or legality of Vendor’s Services. All Services are provided “as is” by Vendor.
9.2 Platform Availability: Marketplace does not guarantee uninterrupted access to the Platform and is not liable for downtime or technical issues.

10. Term and Termination

10.1 Term: This Agreement begins on the Effective Date and continues until terminated by either Party.
10.2 Termination by Vendor: Vendor may terminate this Agreement by accessing their Profile on the Marketplace, cancelling their Subscription, and or Deleting their profile..
10.3 Termination by Marketplace: Marketplace may terminate this Agreement immediately if Vendor breaches its terms or engages in conduct detrimental to the Platform or Customers.
10.4 Post-Termination: Upon termination, Vendor’s access to the Platform will cease.

11. Indemnification

Vendor agrees to indemnify, defend, and hold harmless Marketplace, its affiliates, and their respective officers, directors, and employees from any claims, damages, or losses arising from Vendor’s Services, actions, or breach of this Agreement.

12. Governing Law and Dispute Resolution

12.1 Governing Law: This Agreement is governed by the laws of [Your Jurisdiction].
12.2 Disputes: Any disputes arising under this Agreement shall be resolved through [e.g., arbitration in [Location] under [Arbitration Rules]] or as otherwise agreed by the Parties.

13. Miscellaneous

13.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
13.2 Amendments: Marketplace may amend this Agreement with 7 days notice to the Vendor. Continued use of the Platform after such notice constitutes acceptance of the amended terms.
13.3 Assignment: Vendor may not assign this Agreement without Marketplace’s prior written consent.